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60 easyJet plc Annual report and accounts 2015
Corporate governance report continued
COMPLIANCE WITH THE UK
CORPORATE GOVERNANCE CODE
The Company has, throughout the 2015 financial year, complied
without exception with the provisions of the UK Corporate
Governance Code issued in September 2014 (the Code), which is
the version of the Code which applies to its 2015 financial year. The
section below details how the Company has complied with the Code,
available at www.frc.org.uk. The following disclosures are ordered into
the sections as they appear in the Code.
A. Leadership
A.1 Role of the Board
The Board is responsible for providing effective leadership to the
airline. It does this by setting strategic priorities and overseeing
their delivery in a way that enables sustainable long-term growth,
while maintaining a balanced approach to risk within a
framework of effective controls.
The Board has a formal schedule of matters reserved for its
decision which is available in the governance section of easyJet’s
corporate website: http://corporate.easyJet.com. Day-to-day
management responsibility rests with the Executive Management
Team, listed on pages 50 to 51. These individuals are also the
Directors and Company Secretary of the principal operating
company, easyJet Airline Company Limited.
The Board meets regularly, with nine scheduled meetings having
been held during the year. The Directors’ attendance records at
those meetings and Board Committee meetings held during the
year are shown in the table below. In addition to those scheduled
meetings, four ad hoc Board meetings were also arranged
to deal with matters arising between scheduled meetings as
appropriate. Non-Executive Directors are also encouraged
to communicate directly with senior management between
Board meetings.
A.2 Division of responsibilities
The roles of Chairman and Chief Executive are separate, set
out in writing, clearly defined, and approved by the Board. They
are available on easyJet’s corporate website: http://corporate.
easyJet.com. The Chairman’s role is to lead the Board and
ensure that it operates effectively. The Chief Executive’s role
is the day-to-day running of the Group’s businesses and the
development and implementation of strategy.
A.3 The Chairman
The Chairman, John Barton, sets the Board’s agenda and ensures
that adequate time is available for discussion of all agenda items,
in particular strategic issues. On his appointment in May 2013, the
Board considered John Barton to be independent in character
and judgement in accordance with the Code.
A.4 Non-Executive Directors
Charles Gurassa is Senior Independent Director and Deputy
Chairman. In this role, Charles provides advice and additional
support and experience to the Chairman as required, and is
available to act as an intermediary for the other Directors if
necessary. Charles is also available to address shareholders’
concerns that have not been resolved through the normal
channels of communication with the Chairman, Chief Executive
or other Executive Directors, and leads the appraisal of the
Chairman’s performance annually in consultation with the other
Non-Executive Directors in a meeting without the Chairman
being present. The Non-Executive Directors, together with the
Chairman, have also met without any Executive Directors present
during the year. During the year, there were no unresolved
concerns regarding the running of the Company.
Attendance at scheduled meetings
Board
Audit
Committee
Remuneration
Committee
Finance
Committee
Safety
Committee
Nominations
Committee
IT Governance
and Oversight
Committee
Number of scheduled meetings 9 4 3 4 4 2 6
Executive Directors
Carolyn McCall OBE(1) 9 1*1*4*1*6*
Chris Kennedy(2) 7 4*3*3*
Andrew Findlay 1*1*
Non-Executive Directors
John Barton 9 2*3*1*3*2
Charles Gurassa 9 3 4 2
Keith Hamill OBE(3) 9 4 4 1*5
John Browett 8 3 1*6
Rigas Doganis(4) 1 1 4 1
Adèle Anderson 9 4 4 1*6
Andrew Martin 9 4 4 1*
Andreas Bierwirth(5) 9 3 1*
François Rubichon 9 3 2
* Not a member of the Board or Committee – attendance at meeting by invitation.
(1) Carolyn McCall stepped down as a member of the Safety Committee on 1 December 2014 but continued to attend meetings by invitation.
(2) Chris Kennedy stepped down as a Director on 1 September 2015 and missed one Board meeting when on jury service.
(3) Keith Hamill missed an IT Governance and Oversight Committee meeting due to the rearrangement of the meeting date at short notice conflicting with
pre-existing arrangements.
(4) Rigas Doganis stepped down as a Director on 1 December 2014 but continued to chair the Safety Committee.
(5) Andreas Bierwirth joined the Safety Committee on 1 December 2014.